Old Song, New
by williz
Summary: On a whim, Elizabeth Swann joins her father on a trip to the docks, where she not only sees the newest ship of Port Royal's fleet, The Interceptor, but also an old friend-who has since grown up.


**Old Song, New**

**By williz**

**Summary: **Elizabeth Swann has not seen her childhood friend in awhile. Now that she's seen him again, it feels as though it's been _too_ long.

**Disclaimer: **I do not own the plot of any of the three _Pirates of the Caribbean_ films, nor do I own these characters, except for a few unmentionables.

* * *

Elizabeth Swann set a determined hand to the banister as she began down the stairs towards the entryway where her father was placing his business hat on his gray powdered wig. He glanced up and grinned.

"Ah, Elizabeth! I did not expect to see you awake this early." He folded his hands in front of him as Bertrand hurried into the room with his master's cane at hand. Weatherby Swann took the cane and nodded his head.

"Good morning, Father," Elizabeth replied, smiling back at her father as she reached the last step. He hurried to take her hand in his and elegantly help her safely to his side. She stood on her toes and kissed his cheek. "I thought perhaps you might enjoy some company today."

His smile dimmed slightly.

"Dearest, I wish I could. But I have some business down at the docks. The _Interceptor_ still has some final paperwork I need to discuss with Mr. Young. Maybe later?"

Elizabeth noticed his regret was sincere. There were moments when she thought perhaps Port Royal, and Jamaica as a whole, misused their governor. He worked so hard, always meeting with someone, hosting some party, or being a guest at someone else's ball. She supposed he knew what he was getting into all those years in London when they packed most of their belongings onto the _Dauntless_, setting sail for a new land and a new climate.

"I'll come with you, then."

Governor Swann looked up from sliding his white loves onto his hands and chuckled good-naturedly at her. "My dear, that's very kind of you, but—"

"Please, Father! I'd like to get out for awhile. I'm sure you could do with your daughter's company in the carriage, hm?" She looked up at him and grinned, folding her hands behind her back.

Her father looked at her blankly for awhile, his eyebrow raised in surprise. What his daughter was playing at, he wasn't sure. But she was right; he was glad she offered her company. She never showed the slightest interest in his affairs, and especially not in his politics. Perhaps, she just wanted her father's company for a day. He wouldn't argue with that.

Governor Weatherby Swann found himself smiling at his only child. "Well, alright. But bring Estrella. You might want some female company." He watched his daughter scurry off to retrieve Estrella and her parasol. "Man talk and all," he called after her as she rounded the corner.

"Estrella!" she called out.

The shorter, older woman poked her head out from the opposite room, and then stepped out into the entryway.

"Yes, Miss Elizabeth?" Elizabeth spun and grinned, walking to stand next to her father again.

"Estrella, could you please retrieve my parasol from the closet? We're going to the docks with Father and joining him in his business." She didn't attempt to hide her excitement from the woman, leaving her father slightly dismayed by the lack of decorum…but mostly pleased by her reaction. Estrella ducked her head in a bow and disappeared quickly back into the room.

Not a moment later, the woman reappeared, bonnet securely covering her blonde hair as she hurried towards the governor and his daughter. She held Elizabeth's lavender parasol in her hand, having taken care to retrieve the one that best matched Elizabeth's lavender dress.

"Come on, now. Or I'll be late in seeing Mr. Young." As he turned and started towards the front door, Elizabeth and her companion following, he murmured, "I always like to be punctual to my meetings. It shows respect."

Bertram opened the door for them and bowed as they exited.

"I know, Father," Elizabeth answered, smirking to herself as the coachman helped her into the carriage on the gravel driveway. The governor entered the carriage on the other side, sitting beside his daughter as Estrella sat across from them.

Elizabeth and her father engaged in idle chatter as they rolled along towards the docks while Estrella peered out of the window at the people going about their daily business in the market.

"Father, I thought the _Interceptor _was finished a long time ago," Elizabeth asked after a lull in conversation.

Her father shook his head. "The building of it finished a few days ago. It's been furnished, painted…But it has yet to set sail on its maiden voyage. Unfortunately, it looks like its maiden voyage is farther along in the year than we thought."

"Why?" Elizabeth asked, twisting her parasol in her lap absent-mindedly.

"Well, it's nearly hurricane season. If we set her out between now and then next month or two there's a chance we may never see her again. Captain Norrington assures us that by then, he may be able to extinguish piracy in the entire Caribbean."

Elizabeth watched as pride swelled in her father's face. James Norrington was always a reason for pride in their household. And she knew what lie in her future, especially with the rumors that were fluttering about all of the parties she was paraded for. Apparently, Captain Norrington was to be promoted to Commodore Norrington within the next few weeks, especially with the christening of the _Interceptor_ looming in the near future.

Elizabeth looked out the window of the carriage. There were no dark clouds in the distance, no frightful winds, and no towering waves. There hadn't even been any rain for a few weeks. Hurricane season didn't seem a potential threat at the moment, yet…Elizabeth couldn't bring herself to argue about the _Interceptor_'s first voyage being pushed off for a few months. That meant it pushed off another thing.

That was a dark cloud of another kind.

"Elizabeth?" She felt her father's hand on her knee. She turned back to him.

"Hm?"

"Dearest, we're here. Get your parasol ready. It's blazing hot down here, I can already feel it." He sighed tiredly as he allowed Mr. Young to help him out of the carriage. The footman came round to her door and helped her out, then helped Estrella out.

Elizabeth took the moment to squint out at the activity below her on the docks. Men with dingy clothes pulled ropes, carried long planks of wood, sawed other long planks of wood into shorter planks of wood. Children sat with their boots and socks beside them on the dock, their feet hanging down into the water. They were holding a long stick with a string dropping into the bay below. She let her lips slant upwards for a split second, and then it died as she opened her parasol and lifted it over her head to protect her delicate skin from the blazing sun.

Estrella took her arm securely as Weatherby Swann came around to her other side. "Well?" He sighed. "Come on then." With a wide grin, he moved down the steps jauntily, much too jauntily in Elizabeth's opinion, and came to wait at the bottom of the stairs to take her hand and help her down the last few steps.

Finally, Mr. Thomas Young joined them on the dock, having waited for the ladies to descend first. The two men walked towards the _Interceptor _in front, the two ladies dawdling behind.

Elizabeth tilted her parasol back so that she could take in the full extent of the ship before them. Beside the _H.M.S. Dauntless_, it looked small the first time she saw it. But it stood alone today, and it was magnificent. In fact, it was perfect.

Its sides were slick and smooth, rounding back to its beautiful quarter deck. From the slant at which they were approaching her, Elizabeth could see the white slope of the rudder protruding from the green water beneath her. She was beautiful, with her light wooden sides, blue painted stripe, and the most grandiose white sails Elizabeth Swann had ever seen.

Her lips parted as she gaped and breathed a short, "Oh."

Her father turned around for a split second and caught her eye, then excitedly waved her over. She smiled to him and reluctantly took her eyes from the ship, walking up to him. At that moment, more than anything, the governor's daughter wanted to be on the _Interceptor_, and she wanted to hold its wheel in her inexperienced hands.

"Elizabeth, I want you to meet Mr. Thomas Young. He is taking care of the proceedings for the christening of the _Interceptor_. Mr. Young, this is my daughter."

Elizabeth politely curtsied, bowing her head low. "Good morning, Sir."

The older man smiled widely. "I've heard tales of her beauty, Governor, Sir…but couldn't even begin to guess."

Elizabeth smiled and watched as her father laughed, then seriously changed the subject to the paperwork. Mr. Young immediately changed his tone and reached into his coat to produce the plans for the _Interceptor_. The men walked over to the desk that resided at the dock's edge, right beside the ship.

Elizabeth followed curiously and peered over her father's shoulder.

The large sheet of paper had an intricate charcoal sketch of the wondrous ship floating before them. It was nothing compared to the real thing. So she turned away and peered back up to the carriage.

When would they have the chance to board her? _That_ was what she wanted to come here for. She turned again and looked down the side of the ship. There was no boarding plank. Not anywhere in sight. Surely they wouldn't discuss business of the ship and not grace her with their presence on her decks?

She looked down at the docks. Somehow, anything that could have been remotely interesting had disappeared the moment the governor and his daughter came down to the docks. It was her curse.

Nothing interesting would ever occur to Miss Elizabeth Swann due to her station, her father, and the numerous men who constantly swept in and out of her life at the governor's whim. Not even her one true friend she had ever had would allow anything interesting happen to her when they'd play together as children. Part of her still resented him for it, too.

"Miss Swann?" Estrella's voice broke her reverie.

"Hm?"

"Your father, Miss."

Elizabeth spun to face her father who was looking directly at her.

"My, you _are_ distracted this morning, aren't you? I asked you, dearest, do you…like her?" He gestured up at the _Interceptor_.

"I'm in love with her," she admitted truthfully, looking back up at the ship. She looked so fast, like she would slice through the water like a knife through warm butter.

"Good, good!" He immediately turned back to his business.

Elizabeth huffed gracefully and shut her eyes momentarily. Frankly, she was enormously bored. She watched as Young took some more papers out of his coat pocket. Amazing how much men could fit in those inside coat pockets.

Elizabeth found she could fit nothing _anywhere_ in the tight dresses she was forced to wear everywhere she went. Goodness, the sun _was_ hot. She pulled her parasol down lower over her, as if it would help.

If she was below decks in the _Interceptor_, perhaps she would be much cooler. They _all_ would be.

She perused the docks again. There weren't even any uniforms about. At least _they_ would lend the dock a dashing, fearless look instead of the boring unattractive brood sauntering slowly about in the heat.

And then her eyes stopped their roving when they came to a back that seemed all too familiar.

The man wore a brown overcoat and had dark hair pulled back in a messy ponytail. What made her stop was the way the ponytail was _supposed_ to be neat and orderly, like many of the lieutenants she'd had the misfortune of meeting. Instead, the curls poked out and were tucked behind his ears.

He turned so that she could see his profile, one of his buckle-shoed feet subtly moving up to scratch the back of his calf before thumping back down to the deck. She was right.

It was Will Turner.

Excitement shot from her middle down to her toes and up through her fingertips. For a split second, she looked up at the purple silk of her parasol, then back down at her old friend.

He leant down a bit to speak to the man as he motioned to the parchment before him. The man nodded and with a severe look, met the young blacksmith apprentice's gaze. He then grinned as the boy rolled the parchment back up and stuck out his hand.

Elizabeth turned away momentarily, adrenaline coursing through her. It had been nearly a year since she had even spoken to him. And even then, it had only been a short conversation…barely even a conversation…before she had been swept away to some dinner or other.

More than wanting to find herself at the wheel of the wondrous _Interceptor_, she wanted to find herself standing before Will, and hearing him call her Elizabeth. Or maybe she might tease him and he would look at her with a half-disgruntled, half-pleased look. Then they would both smile and go on with their game of treasure hunters.

She paused to glance back at him, seeing that he was still talking to the other man, most likely a commission for a sword or horse shoes.

Then she turned to Estrella, who was absent-mindedly twisting the ribbon from her bonnet while staring off to the side. A slightly mischievous smile graced Elizabeth's pouting lips, before she guardedly pushed it back and walked towards her father and his associate.

"Pardon me, Father," she politely interrupted, her hand delicately on his elbow. Both men turned to provide her with blank looks. She quietly cleared her throat. "Would you mind if I took a stroll down to the end of the docks and back?" She paused. Her father wouldn't allow it, of course, unless…

"I'll take Estrella along with me." Elizabeth smiled innocently, her hand squeezing Weatherby Swann's arm affectionately.

His face contorted as he looked down the docks at the men working. She knew he was wondering whether to entrust her safety to said men as she traipsed down the dock with her elegant dress and parasol. Then he glanced to Estrella standing boldly beside her mistress. Then he sighed.

"Splendid. Yes. Estrella, stay close." He immediately turned back to Mr. Young and they continued their perusal of the funds for the christening celebration.

She quickly spun and walked to Estrella, holding her parasol above them both as she linked her other arm through her maid's. They strolled leisurely along, Elizabeth keeping her gaze on Will as he shook the other man's hand and rolled the parchment securely, tucking it under his arm.

He bowed once with a smile, then turned to walk away.

Elizabeth's smile faded as her heart began to race nervously. He was walking away from them. His pace was rather unnecessarily brisk, in her opinion.

Her eyes darting to Estrella's unknowing face, she began to quicken her steps. Almost as though she didn't notice, the maid matched her mistress's steps.

Until the pace quickened to a very fast walk. Estrella looked at Elizabeth as though she were insane.

"Miss Elizabeth! Why are we going so—?" Her voice stopped as she turned to look ahead of them. The man a few meters in front of them was incredibly familiar. He resembled a small boy who used to stand and watch her mistress do cartwheels in the garden when they were both children still. Estrella sighed, eyeing Elizabeth in frustration.

"Miss Elizabeth, now why are you playing these tricks with me? That's Will Turner in front of us." She paused. "Oh I should have known," Estrella muttered to herself. She looked back behind them, making sure the governor was still entirely engrossed in his business. This had the potential to bode poorly for her future employment at the Swann estate.

They hurried along, Elizabeth's eyes fastened to Will's back as they closed in on him. He turned to walk up the steps and back to the marketplace when Elizabeth let out a burst of speed, causing Estrella to let go of her arm and stop, wincing for what was to come.

"Will!"

The young man turned, his eyes wide as he fastened them on his childhood playmate, now eighteen-year-old woman.

"Hello, Will," she said, a grin absolutely exploding onto her face. She truly had missed him, or at least…the way he made her feel. All at once, the childhood camaraderie and platonic affection made its way into her mind, blocking out any logic thought. Said logic thought may have warned her that it wasn't very intelligent to accost Will with such familiarity in such a public place.

Then again, she wouldn't have listened to it in the first place.

Will's mouth opened to say something, but closed again. She almost giggled at the way his eyelids nervously fluttered before he turned to look at Estrella first, then back at her.

"Miss Swann. Good day." He bowed respectfully, keeping his eyes lowered, then turned to Estrella again. "Miss Estrella."

When he straightened again, there was an easy smile on his face, very different from the last time she had met him in a situation much like this. He had almost run the other way. It had soured her mood for the next few days at least.

"How are you, Will? It's been so long since I've _seen _you, let alone spoken with you." She found she couldn't wipe the smile from her face. She remembered speaking with Will being like a breath of fresh air. She could cut out all formalities and speak to him however she wanted, pirate curses and all. Of course, he would blanch and admonish her, but she would always win out in the end and get him to curse along with her.

"It has been long," he agreed, squinting over her shoulder, his eyes scanning the docks. When she saw him focus, she turned and saw her father's figure bent over the desk. The smile died from her lips as she turned back. Of course Will would be nervous about her father's presence, despite him being far enough away that he'd never know were they to talk. She resented the fact that Will was constantly cautious about her father whenever they spoke, on his best behavior, refusing even to call her by her first name.

Yet when they were children and alone on the beach, her name had slid off his tongue with ease and comfort.

"I'm well," he continued, finally dropping his eyes to hers again. "And you?"

"Well…thank you." Elizabeth was disgusted with the fact that she was stumbling for something to say. It was never like this before. Nothing had really changed, save the time since last they spoke, and she hated the space between them. She had no doubt it was socially constructed, and she was also sure it was mostly Will's fault.

"Well, I—"

"I was about to walk to the end of the docks." She turned her head to look back at the bustling dock. "Stretch my legs, as it were. Walk with me?" She looked back at him and smiled invitingly, knowing perfectly well that he was on the verge of excusing himself to go back to his smithy.

"I—" Elizabeth watched her friend look over her shoulder again, towards her father, then glance back down. "Well, alright." He flashed her with a warm smile, to which she reciprocated fully.

Then she turned on her heels and began to make her way down the dock, away from the ever-daunting presence of Governor Swann. She felt the lack of his presence and looked over her should to find him dawdling, shifting from one foot to the other.

"Are you coming?" she giggled, outstretching a hand. He nodded, glanced one last time at her father, and hurried to her side. For a moment, he seemed to eye her outstretched hand as though he meant to take it. Then he turned and bowed slightly, gesturing for her to continue on first.

Elizabeth smiled in satisfaction at her triumph and kept their pace very slow, clutching the long handle of her lavender parasol with both hands. "So…Will…" She paused, peering out of the bay to the horizon, the blue water a straight line against sky.

When he didn't reply, she curiously looked to him. He walked alongside her, his hands folded behind his back as he watched his feet step on the wooden planks of the dock. Elizabeth surmised he was either very distracted or he was intensely aware of the fact that, as a blacksmith's apprentice, he was most definitely not permitted to walk along the docks with the governor's daughter. If it was the former, she would've liked to know what was beleaguering his mind so fully. And if it was the latter, she would've liked to close her parasol and smack him once over his foolish head.

She decided to continue, herself.

"How is your apprenticeship?" She paused. Perhaps she shouldn't have brought up a subject that would bring to light how below her station he was. She bit her lip.

"It is going well," he said softly, turning to look at her with a smile, his head still tilted down. She watched him raise it again. "It's been taking up a lot of my time, lately."

"Lately?" she asked, glad that he continued the conversation rather than answering in one syllable, as he had the last time they met.

His eyes widened slightly, then returned to normal. Elizabeth saw his mouth twinge slightly, before he gave her a smile again. It seemed rather…bittersweet, she noted. And her curiosity piqued.

"Oh, I just meant…I have more duties now that I'm, uh…" He brought one of his hands forth and waved it a bit as he searched for the words. "…older. I suppose that's it."

"Oh, well—" She stopped, looking away. She knew he wasn't telling her something. Of course Will would keep something important away from her, especially now. Why bother her pretty little mind with things such as his troubles. She begrudgingly continued. "That's fine." She sent him a fake smile.

Elizabeth Swann knew that parting ways with her best friend as mere childhood acquaintances would be in her immediate future if she didn't do something quick. As a child, her seldom outings with Will Turner had always been a relief from the monotony of life of the governor's daughter. Curtsies and walking on her tip-toes. Learning to dance and speak different languages. She wasn't forced to be a lady when she was climbing the trees in the garden with a stick between her teeth, pretending to be climbing a pirate ship's rigging. Will would always pause before joining her in the game, afraid she might be hurt. But he would never chagrin her of doing anything she wanted. And she adored him for it, especially now that she never saw him anymore.

She stopped and turned to watch him as he continued on. He realized her sudden disappearance from his side and turned. "What is it?" he asked, with his brow furrowed. He came back to stand in front of her.

"You're being so quiet," said Elizabeth. "I mean, you were quiet then, but not _this_ quiet." She paused again. "Is there something wrong?"

Elizabeth wasn't a simpleton. She was pretty sure she knew what was wrong. But she would forcibly ignore it, and he _would_ speak to her like he used to, if she had to knock him out cold and kidnap him, the way she'd pretend to do when they were twelve year old children and she'd attempt to drag his somewhat limp body across the sand to her pirate hideout.

She watched as he struggled to find words, looking everywhere but her face. Finally, he seemed to give up, and with a sigh, he gazed down at her. A small part of her inwardly smiled as she noticed how much darker his eyes had become since last she was able to look at him this closely.

"Miss Swann, I apologize." He bowed slightly, and he seemed to want to continue, but she cut him off.

"First of all, stop calling me Miss Swann. My name is Elizabeth. Secondly, stop bowing to me like I'm the bloody queen." Her words halted both Will _and _Estrella, who was a few paces behind them, her eyes wide as she glanced about to make sure none of the passersby heard her mistress.

"Elizabeth," he whispered harshly, taking her elbow in his hand and turning her so that they could walk on. She felt his hand immediately let go as she walked beside him, as if he feared his touch would burn her. But at least she got him to say her first name.

"Will you talk to me like I'm a normal human being? Or will you continue to treat me like a porcelain figurine? Because if it's the latter, I'll be very upset." She took care to make her tone less harsh and inserted some amusement into her voice.

She peaked at him and noticed how wide his grin was. Her heart soared in celebration. Elizabeth's leap of faith had landed her safely onto more friendly ground with her old friend.

"I suppose it's just been too long," Will admitted, walking with more ease beside her, his eyes raised instead of planted on the ground with his head down.

"Yes, maybe," she agreed, smiling up at him. "Though I must say, Will. It's _always_ nice to see you. And to remember all of those fantastic times we spent playing games on the beaches." She giggled, resisting the urge to put her arm through his. Perhaps that would be crossing the line. As stubborn as she was, she wasn't naïve.

"It _was_ good, wasn't it?" he said softly, his eyes focused ahead of him, but his brow furrowed in reminiscence, she was sure.

"Ha! I was always the pirate captain and I made you be my cabin boy," she smugly continued, grinning teasingly up at him. She fiddled with the small contraption that opened the parasol, almost as if it were a prop in her mischief.

"Cabin boy?" he replied. "No, I was first mate. And sometimes the dumb sailor that you kidnapped to become your servant." He fitted her with a good-natured glare, then smiled again.

"Oh alright. Maybe I was mistaken," she laughed, thoroughly enjoying this conversation. She wanted nothing more to sit under a tree and jab him with a stick while poking fun at his facial hair.

Facial hair.

She immediately looked up at him, her eyes fastened to his chin. There was a ghost of a beard there, just a bit of stubble. But it was more than she had noticed the last time she met him.

"You _were_ mistaken," he replied, shaking her out of her reverie. She let out a huff of laughter and looked away, afraid she'd be caught looking at him so closely. She then continued to fiddle with the parasol, but less consciously now.

"And?" she asked, hearing a quiet snap right above her head. She glanced up and noticed one of the thin metal wires on her parasol had popped out of its socket, making one corner sag lamely. She made a soft murmur of disappointment and lowered it, hit immediately by the heat of the sun upon her face. She hadn't worn her hat, for she was sure the parasol would be enough.

Now she regretted it without her parasol. She folded it and held it with both hands at her waist.

"And what?" Will asked. She noticed he was eyeing her contraption with mild interest, or concern—one of the two.

"Oh I don't know. How about the weather? Abominable, isn't it?" She searched for something else to say. Unfortunately, she had chosen an altogether too everyday topic. And after scolding him, too. She inwardly rolled her eyes.

"It's not so bad," he replied. Then he flipped a hand towards her parasol. "May I?"

She nodded with intrigue, eyeing him coyly with a smirk upon her pouty lips. She outstretched the parasol and he took it in his hands, turning it over and snapping it open. She almost giggled at how silly he looked with her lavender parasol in his hands.

"I mean, it's not like this in London, sure. Colder…not as humid. Or hot." He paused, flicking his tongue out as his fingers latched onto the popped wire. "But you don't have beaches like ours in London. Or palm trees."

"I like palm trees," she muttered, unconsciously leaning over to watch what he was doing, her words drawn out as she wasn't necessarily paying attention to what she was saying. As she realized what she was doing, she looked up at him and stood straight again, looking away and smoothing her hands down her dress.

"Have you been to see the _Interceptor_, yet?" she asked him, looking out at a smaller trade ship tied to the docks.

"It's hard to miss if you're anywhere near the docks. But I haven't been up close. I hear it's going to be James Norrington's to captain." He was still fiddling with the parasol, and in fact, she wasn't sure he was even doing anything effective to improve upon it.

"Yes, so my father tells me. This will officially make him _Commodore_ Norrington." She quickly changed the subject, frankly tired of the captain's name. "But you _must_ see her up close. She's beautiful. Long, slender, delicate. And very powerful." She grinned jauntily up at him. She could talk about ships in this way with Will, without him showing her up in his sailing knowledge. He was only a blacksmith apprentice, probably never even setting foot on a ship save the one he had been on before she found him floating in the sea, half-drowned. And of course, he had then been on the _H.M.S. Dauntless_ for the rest of the voyage to Port Royal those eight years ago.

"She is," he concurred, albeit a bit distracted.

"I would give anything to sail on the _Interceptor_." She gave him a sideways glance. "Perhaps raise a Jolly Roger upon its mast."

She heard him chuckle a bit and looked over to him, a grin widening on her face. She remembered that sound like she had just heard it yesterday. Will Turner rarely laughed in her presence even as children. He would smile, maybe, or scoff, even tease. But laughter was rare. The last time he had laughed, they were both fourteen years old.

"I don't know how your _Interceptor_ would last the hurricane that's said to be on its way," Will said, glancing up just momentarily to meet her eyes before diving back into his project.

"I don't get it," she disclosed. "Why is everyone talking about a hurricane when the weather is like this? There aren't any hurricane waves. You know, how the waves get bigger because of a huge storm offshore. None of that is happening."

"Whether it's happening now or not, chances are that it _will _sooner or later. We live on what's essentially an island. We have to be prepared for things like this. Keep our livelihoods safe. And in your father's case, he has to keep the only thing standing between Port Royal and a pirate attack in good order."

It was perhaps the most Will Turner had said in one go in about six or seven years, and it was well said. "I suppose you're right," she sighed. "And it's not really affecting _me_ in any way, is it?"

"No, I suppose not."

"What about the shop?"

He glanced over. "The shop?"

"Mm, your Mr. Brown's shop. What do _you_ do to prepare for a hurricane?"

"Nothing we really can do. Except stay out of the room with all of the weaponry." He snorted, rather sardonically in Elizabeth's opinion. She shivered at the grisly thought of being in a room full of sharp swords in the middle of a hurricane.

She looked up and found they were at the end of the dock. Will had been looking down at her parasol and hadn't noticed, so she stuck out a hand to take his arm, to keep him from stepping off into the sand. It wouldn't have been a very far fall, but surprising for Will at the very least.

He halted and looked up. She came to stand beside him, looking out at the beach, her hand still on his arm. "I must say, this beach brings back some of the best memories I have. We used to have so much f—"

Elizabeth stopped as she turned to glance at him. He held out her parasol with a small smile on his face.

"It's fixed," Will said. She looked down at it.

The white, lace frills contrasted greatly with his callused hands. His long fingers, strong and capable. Her fingers unconsciously squeezed his bicep, finding it firm with muscle.

She took her hand away and took the parasol from his hands, opening it quickly and noticing that it was, indeed, good as new. She had been sure she'd need a new one, but decided to let Will try anyways. For his pride if nothing else. But he had fixed it!

She shut it again and held it at her side, allowing her gazes to settle on him. Along with his facial hair, she found his jaw had somehow lost the slightly rounder shape it had when they were younger. It was strong and pronounced. And as she stood looking up at him, she realized he had grown quiet a bit, both in height, and in…other places.

His shoulders were broader. His brown overcoat was unbuttoned in the heat to reveal a matching brown waistcoat which was unfashionably snug against his torso. However, as unfashionable as it was, Elizabeth found it bothered her not. Will was definitely leaner than she remembered him. And despite the layers he wore, she could tell he had muscle. She had even felt it when she had grabbed his arm to keep him from stepping off of the dock.

Indeed, Will Turner was older. Sturdier.

Her breath caught in her throat as it suddenly hit her. Her best friend now had darker eyes, a chiseled jaw, muscles, he was taller…and he had just proven himself worthy of his profession by fixing her parasol.

He was no longer the boy she knew, but a man.

She had no idea of the slow smile spreading over her soul, for she was too caught up in her thoughts. He had always been attractive, but she had paid no mind to it before. He was her friend, as any man _or _woman could be, and he was her closest confidant.

Elizabeth had always noticed the way his eyes would soften when he looked at her, especially recently when they saw each other passing in the market, or when he would deliver orders while she was about. She found it pleasant that her old friend may have had a bit of a crush on her.

But now she wasn't quite as flattered by the mooning look in his deep gaze. She felt her cheeks tinged in a blush as the sun now seemed to beat down even harder upon her. Her stays were quite…tighter now as well.

She found it hard to breathe. In fact, she fought the urge to reach out and feel his rough cheek. She remembered how his face felt against her lips when she had kissed his cheek at fourteen. It was smooth, rounder than it was now, surely. Elizabeth Swann wanted to lean forward and brush her lips against his chin, now covered with dark brown fuzz. She wondered if he might smile, or if his jaw might clench in surprise.

Indeed, the heat rising from the bosom of her dress was suffocating. She set a hand to her middle, her eyes dropping to his torso again. For a moment, she let an entirely indecent thought cross her mind. Did he now have hair on his chest as well?

The sound of footsteps on the wooden planks behind them knocked Elizabeth from her musings, shocking her away from Will's all-too-sudden manliness. She broke his gaze and turned to see Estrella huffily coming to stand beside her.

"Elizabeth, we really must journey back to your father. He is probably through with his business by now." She stepped back, then, allowing Elizabeth a short amount of privacy to say goodbye to her friend.

Elizabeth ducked her head, blushing profusely and fighting still to breathe. She was slightly contrite, but still opposed to the idea of leaving Will Turner. She opened her mouth to protest when Will interrupted her.

"Uh…" She turned to see him draw the parchment that she had seen him with earlier from his coat. "I should be going as well. I have a few orders to fill and not very much time to fill them in."

She looked up at him and opened her mouth to speak again, when he again interrupted.

"Good day, Elizabeth." He made a move to bow, then stopped himself with a smirk. Instead, he turned and nodded to Estrella. "Miss Estrella."

Elizabeth Swann watched as Will Turner spun on his heel and strode away, his parchment tucked beneath his arm as he purposefully made his way to the steps and hurried up them towards the market.

She stared after him, eyeing the way he moved. With direction and purpose. Determination.

Her childhood friend was now a man.

Without looking back at her, he disappeared from sight, leaving Elizabeth standing at the end of the dock, her jaw slack and her good-as-new parasol tucked under her arm. He had made an impression on the young woman that wouldn't leave her thoughts or dreams very easily, and even then, not for very long.

She felt a hand on her arm and turned to see Estrella smiling widely. "Miss Elizabeth, we've got to go now."

"Alright, yes. I'm coming."

They turned and Elizabeth opened her parasol, raising it over their heads. She tucked her arm through Estrella's and they walked quickly back.

Elizabeth was swamped with thoughts, silently probing her memory for an image of Will the last time she had spoken to him. Had his voice been so deep then? It was so changed. Had his hair been so long? Had he muscle and strength and height, then? Had he hair on his chin and above his lip? And his eyes…knew even more than they had as children; they were darker and more… sweeping.

When she looked up again, she noticed her father at the steps that led to where their driver waited with the carriage. He was shaking Mr. Young's hand.

"Perfect timing," she breathed to Estrella, unable to wipe the frown from her lips. With a sigh, her maid patted her arm.

Elizabeth always walked away from her childhood friend with a heavy heart. This was especially true in the last few years, as they moved into their roles in society; he a blacksmith's apprentice, she the governor's daughter.

Her frown morphed into a small scowl before her father turned and grinned at her.

"Ah, Elizabeth. There you are. Come along, we will have lunch in the garden."

The scowl left her face immediately and she smiled brightly. "That sounds wonderful, Father."

She curtsied to Mr. Young and they moved carefully up the stairs, her skirt bunched tightly in her fist as her other hand held the parasol over her head. She pondered why, at this moment, she was not floating rather than walking. She was sure Will Turner had the ability to make any young ladies in town float after meeting him…then why wasn't she?

She looked to her side at her father. _Ah, yes. That's why._

The driver helped Elizabeth into the carriage after she collapsed the parasol. Her father joined her, Estrella sliding into the seat across from them. They rolled away from the dock, the governor's daughter staring out of the window at the _Interceptor_. There _was_ something she wanted more than standing at her wheel. Something much more important.

Something that had changed greatly without her knowledge.

"Why are you so quiet?" Swann said, patting her leg.

He had startled her slightly. She turned, her lips twitching in a smile.

"Oh, I'm fine, Father. Thinking about this and that." She laid her hand on his.

"How was your walk?"

Elizabeth's eyes flicked up to Estrella who, wide-eyed, looked out of the window with a smile that threatened to turn into a smirk. Pursing her lips, Elizabeth looked away, raising her head.

"It was pleasant."

"Oh good. Anything interesting happen?"

"Nothing noteworthy," she breathed, watching as Estrella raised a hand to her mouth and turned even further away from them.

She dropped her gaze to the parasol lying innocently in her lap. Her hands moved to its delicate frills and fingered them.

And she looked out of the window again. As they moved further and further away from the market, Elizabeth's fingers squeezed tighter and tighter around the lavender material of the parasol.

* * *

(A/N): All right, so I got tired of clawing through the crap fanfiction to find the very few well-written fics on here (I reached the point of not caring if it was Will/Elizabeth or non-pairing at one point). I said "Screw it" and wrote my own.

Here's the thing: the few of us left need to buckle down and create some more well-written POTC fics, because if we don't, no one will.

I'm willing to take initiative here.

Also, note that I wouldn't have written this if **Jack E Sparrow** hadn't fixed my laptop, so thank her for this as well.

More where this one came from. I'm trying to get back into the POTC-era writing. This doesn't mean I've stopped writing my AU chapter stories. So don't worry, my friends.

Thanks for reading!

-williz


End file.
